VOTING AGREEMENT

 

                                                                    Exhibit 10.3

 

 

                                VOTING AGREEMENT

 

 

      VOTING   AGREEMENT,   dated as of this 7th day of July, 2005   ("Agreement"),

among Chiste   Corporation,   a Nevada   corporation   ("Chiste"),   Keating   Reverse

Merger Fund, LLC, a Delaware limited liability company ("KRM Fund"), and each of

the persons   whose   signature   appears under the caption   "Shareholders"   on the

signature page hereof. For purposes of this Agreement,   KRM Fund and each person

whose signature appears on the signature page hereof shall be referred to herein

individually as "Shareholder" and collectively as the "Shareholders".

 

      WHEREAS,   as of the date hereof,   each   Shareholder   owns   beneficially of

record or has the power to vote,   or direct the vote of, shares of common stock,

par value $0.001 per share or shares of Series B   Convertible   Preferred   Stock,

par value $0.001 per share,   of Chiste as set forth opposite such   Shareholder's

name on Exhibit A hereto (all such shares and any shares of which   ownership   of

record or the power to vote is hereafter   acquired by the Shareholders,   whether

by purchase,   conversion or exercise, prior to the termination of this Agreement

being referred to herein as the "Shares");

 

      WHEREAS, Chiste, HydroGen, LLC ("HydroGen"),   the Shareholders (other than

KRM Fund) and other members of HydroGen have entered into an Exchange Agreement,

dated May 13, 2005 (as the same may be amended from time to time) (the "Exchange

Agreement"))   which   provides,   upon the terms   and   subject   to the   conditions

thereof,   for the   exchange of all of the   Interests of HydroGen for the Buyer's

Shares (the "Exchange");

 

      WHEREAS,   as a condition to the   consummation   of the Exchange   Agreement,

Chiste has requested that the   Shareholders   agree,   and the   Shareholders   have

agreed, severally, to enter into this Agreement; and

 

      WHEREAS,   the   capitalized   terms used but not   defined in this   Agreement

shall have the meanings ascribed to them in the Exchange Agreement;

 

      NOW,   THEREFORE,   in   consideration   of the   premises   and   of the   mutual

agreements   and   covenants set forth herein and in the Exchange   Agreement,   and

intending   to be legally   bound   hereby,   the   parties   hereto   hereby   agree as

follows:

 

                                   ARTICLE I

                   TRANSFER AND VOTING OF SHARES FOR DIRECTORS

                   -------------------------------------------

 

      SECTION 1.01 Transfer of Shares. Except as set forth in this Section 1.01,

during the term of this Agreement,   no Shareholder shall sell, transfer,   pledge

or otherwise dispose of any Shares. Notwithstanding the foregoing, the following

transfers   shall be permitted   under this   Agreement,   subject to the compliance

with applicable   securities   laws: (a) each   Shareholder   shall be permitted to,

without permission from Chiste or any other Shareholder, directly or indirectly,

to deposit any Shares of the Shareholder into a trust or similar   arrangement of

which the   Shareholder   or his   immediate   family (or in the case of a corporate

 

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entity its affiliates or owners) are the beneficiaries or principals in interest

or hold the controlling   interest, so long as the trust or holding entity agrees

in   writing to be bound by the terms of this   Agreement,   and (b)   transfer   the

Shares   by   will or the   laws of   intestacy,   so   long as the   administrator   or

beneficiary   agrees   in   writing   to be   bound by the   terms of this   Agreement.

Notwithstanding the foregoing,   KRM Fund, shall be permitted to sell,   transfer,

pledge or   otherwise   dispose   of any or all of its   Shares at any time   without

restriction and without permission from Chiste or any other Shareholder.

 

      Each certificate   evidencing Shares owned by each Shareholder   (other than

KRM Fund) and each   certificate   issued in exchange   for or upon the transfer of

any Shares owned by each   Shareholder   (other than KRM Fund) shall be stamped or

otherwise   imprinted with a legend (the "Legend") in substantially the following

form or to the following effect.

 

            "The securities represented by this certificate are

            subject to a Voting Agreement by and among the

            original holder of such securities, the issuer of

            such securities, and Keating Reverse Merger Fund, LLC

            and to an irrevocable proxy granted pursuant to the

            Voting Agreement. A copy of such agreement will be

            furnished without charge by issuer at its corporate

            offices, upon written request."

 

      SECTION 1.02 Vote in Favor of the Directors.   During the period commencing

on the date hereof and terminating one year thereafter, each Shareholder, in its

capacity as a Shareholder of Chiste (or successor),   agrees to vote (or cause to

be voted) all Shares   directly or indirectly   owned by the   Shareholder   or over

which the Shareholder has the beneficial   ownership or the right to vote and all

Shares   which   such   Shareholder   acquires   directly   or   indirectly   or has the

beneficial   ownership   or right to vote in the   future,   at any   meeting   of the

Shareholders of Chiste, and in any action by written consent of the Shareholders

of   Chiste,   in favor of the   election   of the   Director   Designees,   as defined

herein,   to the Board of   Directors   of Chiste and will not vote (or cause to be

voted) for the removal of the Director   Designees   from the Board of   Directors.

Any   Director   Designee may be removed from the Board of Directors in the manner

allowed   by law and   Chiste's   governing   documents,   but   with   respect   to the

Director   Designee   nominated   by KRM Fund   pursuant to Section 1.04 (c), in the

event such Director   Designee is removed as a director of the Company,   KRM Fund

shall   have   the   right   to   designate   and   nominate   such   removed   director's

replacement.

 

      SECTION 1.03 Size of Board of Directors.   The Shareholders   agree that the

Board of   Directors   of Chiste   shall   consist of five   persons   during the term

hereof, provided that the number of directors only may be increased or decreased

with the written consent of the KRM Fund during the term of this Agreement,   and

the   Shareholders   will take all such action to maintain the number of directors

at five or the number as agreed by KRM Fund.

 

      SECTION   1.04   Director   Designees.   The   Director   Designees   will   be as

follows:

 

            (a) so long as Joshua   Tosteson is employed by and a shareholder   of

Chiste, Joshua Tosteson and one person designated by Joshua Tosteson,   provided,

however, that if Joshua Tosteson elects, he may designate an additional director

in substitution for himself;

 

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            (b) so   long as Leo   Blomen   is   employed   by and a   shareholder   of

Chiste, Leo Blomen and one person designated by Leo Blomen,   provided,   however,

that   if   Leo   Blomen   elects,   he   may   designate   an   additional   director   in

substitution for himself; and

 

            (c) for one person designated by KRM Fund.

 

      Neither    the    Shareholders,    nor   any   of   the    officers,    directors,

shareholders,    members,   managers,    partners,    employees   or   agents   of   any

Shareholder,   makes   any   representation   or   warranty   as   to   the   fitness   or

competence of any Director Designee to serve on the Board of Directors by virtue

of such   party's   execution   of this   Agreement   or by the act of such   party in

designating or voting for such Director Designee pursuant to this Agreement.

 

      SECTION   1.05   Term of   Agreement.   The   obligations   of the   Shareholders

pursuant to this Article I shall terminate on the first   anniversary of the date

of this Agreement.

 

                                   ARTICLE II

                          VOTING FOR CORPORATE ACTIONS

                          ----------------------------

 

      SECTION 2.01 Vote in Favor of Corporate   Matters.   During the term of this

Agreement,   each Shareholder   hereby agrees and covenants to vote or cause to be

voted all of his Shares then owned by him, or over which he has voting power, at

any regular or special meeting of shareholders, or, in lieu of any such meeting,

to   give   his   written    consent   in   any   action   by   written   consent   of   the

shareholders, in favor of each of the following items ("Actions"):

 

            (a) To approve a 1 for 25 reverse stock split with special treatment

for   certain   of   Chiste's   stockholders   to   preserve   round   lot   stockholders

("Reverse Split");

 

            (b) To approve the change of the name of Chiste;

 

            (c) All such other   actions as shall be   necessary   or   desirable in

connection   with or related to the   foregoing   actions in (a)   through (b) above

including, without limitation, any amendment to the articles of incorporation of

Chiste to effect the foregoing.

 

      SECTION 2.02 Grant of Proxy; Further Assurance. Each Shareholder,   by this

Agreement, with respect to all Shares over which it has voting authority and any

Shares   hereinafter   acquired by such   Shareholder over which it may have voting

authority, does hereby irrevocably constitute and appoint Joshua Tosteson and/or

Leo Blomen,   acting individually or jointly, or any nominee,   with full power of

substitution,   as his or its true and lawful attorney and proxy,   for and in his

or its name, place and stead, to vote each of such Shares as such   Shareholder's

proxy,   at every annual,   special or adjourned   meeting of the   shareholders   of

Chiste   (including   the   right to sign his or its name (as   Shareholder)   to any

consent,   certificate or other document relating to Chiste that may be permitted

or required by applicable   law) in favor of the adoption and approval of each of

the Actions.   This proxy extends to no other   matter,   except for the Actions as

enumerated   above.   Each Shareholder shall perform such further acts and execute

such further   documents and instruments as may reasonably be required to vest in

Chiste the power to carry out the provisions of this Agreement

 

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      SECTION 2.03 Termination.   The obligations of each Shareholder pursuant to

this   Article   II   (including   the grant of the   proxy in   Section   2.02)   shall

terminate upo